BayCom Corp/United Business Bank and Plaza Bank Announce their Agreement to Merge

BayCom Corp/United Business Bank and Plaza Bank Announce their Agreement to Merge

WALNUT CREEK, Calif. and SEATTLE, June 26, 2017 (GLOBE NEWSWIRE) — BayCom Corp (OTC:BCML) (“BayCom”) and United Business Bank (“UBB”) BayCom’s wholly owned subsidiary, and Plaza Bank (OTCBB:PZBW) (“Plaza”) announce their agreement to merge. Under the terms of the definitive agreement Plaza shareholders will receive 0.084795 shares of BayCom Common Stock for each share of Plaza stock. The total transaction value is approximately $10.6 million based on BayCom’s closing price of $16.90 on June 26, 2017 subject to adjustments outlined in the definitive agreement. The total assets of the combined banks on a pro forma basis at March 31, 2017 is approximately $1.2 billion, including BayCom’s acquisition of First ULB Corp. The transaction was unanimously approved by the boards of directors of BayCom, UBB and Plaza. Completion of the transaction is subject to regulatory approval and approval of Plaza’s shareholders, and other customary closing conditions. Following the successful completion of these steps, it is anticipated the transaction will close early in the fourth quarter of 2017.

George Guarini, President and CEO of United Business Bank, stated, “Let me start by welcoming the Plaza Bank staff. At the end of the day, our business is only as good as our people and we are looking forward to having them join the United Business Bank family. Additionally, we are pleased to partner with Plaza and expand on our client base in Seattle.”

Guarini further stated, “We are very excited to have the opportunity to achieve scale in Seattle. We look forward to serving the Plaza clients and welcoming its shareholders.”

Donald Burton, Chairman of Plaza stated, “United Business Bank is an excellent partner for our customers, and our shareholders will benefit by becoming part of the BayCom vision.” More information on Plaza is available at www.plazabankwa.com.

BayCom Corp was formed January 17, 2017 and trades on the Over-the-Counter Bulletin Board under the symbol “BCML”. United Business Bank, formerly Bay Commercial Bank, began business in July 2004. At May 31, 2017, United Business Bank had total assets of approximately $1.1 billion with offices in California, New Mexico and Washington. More information on UBB is available at www.unitedbusinessbank.com.

UBB was assisted by Gary Steven Findley & Associates and The Findley Group for legal services and FIG Partners provided investment banking services and the issuance of a fairness opinion. Plaza was assisted by Breyer & Associates PC for legal services and MJC Partners, LLC for investment banking services and the issuance of a fairness opinion.

Forward-Looking Statements

Certain statements in this press release contain forward-looking statements that are based on management’s expectations, estimates, projections, and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors.

All forward-looking statements speak only as of the date of this press release. All subsequent written and oral forward-looking statements attributable to either BayCom Corp or Plaza Bank or any person acting on their behalf are qualified by the cautionary statements in this press release. BayCom Corp and Plaza Bank do not undertake any obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.

This press release may be deemed to be solicitation material in respect of the proposed merger of Plaza Bank with United Business Bank. Plaza Bank intends to send its shareholders a proxy statement regarding the proposed merger. Before making any voting or investment decision, investors and security holders of Plaza Bank are urged to carefully read the entire proxy statement, when it becomes available, because it will contain important information about the proposed transaction.